EnPro Industries Completes Additional Partial Exchange of Convertible Senior Debentures Due 2015; Conversion Rights on Remaining Debentures Remain in Effect

Business Wire


EnPro Industries (NPO) announced today that it has completed a third partial exchange of its 3.9375% Convertible Senior Debentures due 2015. In privately negotiated transactions, three related holders exchanged approximately $41.6 million in aggregate principal amount of the debentures for an aggregate of 1,256,626 shares of EnPro’s common stock, plus cash payment of accrued and unpaid interest and for fractional shares. The total implied conversion value of the debentures surrendered in the exchange (based on an assumed conversion price per share of $72.67) was approximately $89.6 million. The debentures were exchanged into shares of common stock at a slight premium to this implied conversion value.

This is the third recent exchange of the debentures for the company’s common stock. In all such transactions, EnPro exchanged a total of approximately $97.7 million in aggregate principal amount of the debentures for an aggregate of approximately 2.95 million shares of the company’s common stock. The transactions reduce the aggregate principal amount of the debentures outstanding to approximately $74.8 million and eliminate future interest payments associated with the exchanged debentures, which will result in cash savings of approximately $5.7 million. The exchange will not affect the hedge and warrant transactions entered into upon the issuance of the debentures which are designed to limit exposure to potential share dilution at the debentures’ maturity in 2015.

The issuance of EnPro common stock in exchange for the debentures was made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof. This press release does not constitute an offer to exchange the debentures or other securities of EnPro for shares of common stock or any other securities of EnPro.

The company also announced that the aggregate principal amount of the debentures that remain outstanding will continue to be convertible by holders of the debentures through September 30, 2014. Conversion rights remain in effect because the closing price per share of EnPro’s common stock will exceed $43.93, or 130% of the initial conversion price of $33.79, for at least 20 of 30 consecutive trading days during the period ending on June 30, 2014. The debentures will continue to be convertible until September 30, 2014 and may be convertible thereafter, if one or more of the conversion conditions specified in the indenture, dated as of October 26, 2005, by and between EnPro Industries, Inc. and U.S. Bank National Association (as successor to Wachovia Bank, National Association), is satisfied during future measurement periods.

If conversion requests are received, the settlement of the debentures will be paid pursuant to the terms of the indenture, which calls for conversion into a combination of cash and common stock of the company. Upon conversion, the lesser of the $1,000 principal amount of each debenture and its conversion value would be settled in cash; to the extent the conversion value exceeds $1,000, the remaining amount due to the holders would be settled in shares of the company’s common stock.

Holders who complete all requirements for conversion of the debentures on October 15, 2015 prior to the close of business will be considered to have converted the debentures prior to the close of business on the stated maturity date. Holders who convert debentures on the stated maturity date will be entitled to retain the interest payment on those debentures to be paid on that date without having to deliver an amount equal to that payment in connection with the conversion.

At the time of the sale of the debentures, a portion of the net proceeds was used to enter into hedge and warrant transactions which entitle the company to purchase shares of its common stock from a financial institution at $33.79 per share and entitle the financial institution to purchase shares from the company at $46.78 per share. These transactions reduce potential dilution to holders of the company’s common stock from conversion of the debentures by increasing the effective conversion price to EnPro to $46.78 a share.

U.S. Bank National Association is the trustee for the holders of the debentures and the conversion agent under the indenture. All questions relating to the mechanics of the conversion for the debentures should be directed to U.S. Bank National Association, Attn: Jacob Schmitz, Specialized Finance, 111 Fillmore Ave. E., St. Paul, Minnesota 55107; telephone (651) 466-6774.

This press release is only a summary of certain provisions of the debentures and the indenture. A complete explanation of the conversion rights of holders of the debentures, as well as the procedures required to convert the debentures, is set forth in the indenture. All holders are urged to review the conversion provisions contained in the indenture in their entirety.

About EnPro Industries

EnPro Industries, Inc. is a leader in sealing products, metal polymer and filament wound bearings, components and service for reciprocating compressors, diesel and dual-fuel engines and other engineered products for use in critical applications by industries worldwide. For more information about EnPro, visit the company’s website at http://www.enproindustries.com.

EnPro Industries, Inc.
Investor Contact:
Don Washington, 704-731-1527
Dan Grgurich 704-731-1535

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